Form 8-K

8-K — Glucotrack, Inc.

Accession: 0001493152-26-048981

Filed: 2026-10-28

Period: 2026-10-23

CIK: 0001506983

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

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2026-10-23

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 23, 2026

GLUCOTRACK,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41141

98-0668934

(State or Other Jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)

301

Rte. 17 North, Ste. 800, Rutherford, NJ

07070

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number, including area code: (201) 842-7715

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the

Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the

Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)

under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c)

under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value

$0.001 per share

GCTK

The Nasdaq Stock Market

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §

230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Glucotrack,

Inc., a Delaware corporation (the “Company”), filed with the Delaware Secretary of State a Certificate of Amendment to the

Certificate of Incorporation of the Company (the “Certificate of Amendment”), which became effective at 4:30 p.m., Eastern

Time, on October 23, 2026 (the “Effective Time”), to effect a one-for-two (1-for-2) reverse stock split (the “Reverse

Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The

Reverse Stock Split was approved by the Company’s stockholders at the 2026 annual meeting of stockholders on August 18, 2026.

a result of the Reverse Stock Split, every two (2) shares of issued and outstanding Common Stock were automatically combined into one

(1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as

a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares because

they held a number of shares not evenly divisible by the Reverse Stock Split ratio were entitled to receive an additional fraction of

a share of Common Stock to round up to the next whole share. The Reverse Stock Split did not change the total number of authorized shares

of Common Stock, which remains 250,000,000 shares.

a result of the Reverse Stock Split, the number of shares of Common Stock outstanding was proportionally reduced from 2,368,237 shares

outstanding immediately prior to the Effective Time to approximately 1,184,119 shares. The shares of Common Stock underlying the Company’s

outstanding stock options and warrants were proportionally adjusted, along with corresponding adjustments to their exercise prices.

The

Company’s transfer agent, VStock Transfer, LLC, is acting as the exchange agent for the Reverse Stock Split and will send each

stockholder of record a transaction statement indicating the number of shares of Common Stock the stockholder holds after the Reverse

Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the

Reverse Stock Split.

The

Common Stock began trading on a reverse stock split-adjusted basis upon market open on October 26, 2026. The ticker symbol for the Common

Stock remains “GCTK.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 45824Q879.

The

foregoing description of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety

by reference to, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form

8-K and is incorporated herein by reference.

Item

8.01 Other Events

Pro Forma

Financial Information

The

unaudited pro forma combined balance sheet of the Company and Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026, has

been prepared to reflect the effects of the merger between the Company and Lokahi (the “merger”) as if it occurred on June

30, 2026 and give effect to both the one-for-fifteen (1-for-15) reverse stock split that became effective on August 28, 2026 (the “August

Reverse Stock Split”) and the Reverse Stock Split that became effective on October 26, 2026. The unaudited pro forma combined statements

of operations for the Company and Lokahi for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger

closed on January 1 of the respective year and also reflects both reverse stock splits. These financial statements are included as Exhibit

99.1 hereto and incorporated herein by reference.

Reverse Stock

Split

The

table below sets forth the impact of the Reverse Stock Split, together with the August Reverse Stock Split, on the Company’s net loss per common share

- basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for

the years ended December 31, 2025 and 2024, the three months ended March 31, 2026 and 2025, the three months ended June 30, 2026 and

2025, and the six months ended June 30, 2026 and 2025.

In thousands of US Dollars

(except share and per share amounts)

PRE SPLIT (1)

POST SPLIT (1)

YEAR ENDED DECEMBER 31,

2025

2024

2025

2024

Comprehensive net loss

$ 19,339

$ 22,573

$ 19,339

$ 22,573

Net loss per common share - basic

$ 31.22

$ 4,106

$ 936.60

$ 123,180

Net loss per common share - diluted

$ 31.22

$ 4,106

$ 936.60

$ 123,180

Weighted average common shares outstanding - basic

621,094

5,503

20,703

184

Weighted average common shares outstanding - diluted

621,094

5,503

20,703

184

Common stock outstanding at year end

910,688

13,409

30,356

894

In thousands of US Dollars

(except share and per share amounts)

PRE SPLIT (2)

POST SPLIT (2)

3 MONTHS ENDED MARCH 31,

2026

2025

2026

2025

Comprehensive net loss

$ 4,331

$ 6,797

$ 4,331

$ 6,797

Net loss per common share - basic

$ 2.65

$ 40.14

$ 79.50

$ 1204.20

Net loss per common share - diluted

$ 2.65

$ 40.14

$ 79.50

$ 1204.20

Weighted average common shares outstanding - basic

1,638,128

169,345

54,604

5,645

Weighted average common shares outstanding - diluted

1,638,128

169,345

54,604

5,645

Common stock outstanding at period end

2,524,279

426,431

84,142

14,214

In thousands of US Dollars

(except share and per share amounts)

PRE SPLIT (3)

POST SPLIT (3)

3 MONTHS ENDED JUNE 30,

2026

2025

2026

2025

Comprehensive net loss

$ 3,806

$ 4,727

$ 3,806

$ 4,727

Net loss per common share - basic

$ 0.76

$ 9.62

$ 22.80

$ 288.60

Net loss per common share - diluted

$ 0.76

$ 9.62

$ 22.80

$ 288.60

Weighted average common shares outstanding - basic

5,009,085

494,504

166,970

16,483

Weighted average common shares outstanding - diluted

5,009,085

494,504

166,970

16,483

Common stock outstanding at period end

6,259,279

899,410

208,642

29,980

In thousands of US Dollars

(except share and per share amounts)

PRE SPLIT (3)

POST SPLIT (3)

6 MONTHS ENDED JUNE 30,

2026

2025

2026

2025

Comprehensive net loss

$ 8,137

$ 11,524

$ 8,137

$ 11,524

Net loss per common share - basic

$ 2.44

$ 34.81

$ 73.20

$ 1044.30

Net loss per common share - diluted

$ 2.44

$ 34.81

$ 73.20

$ 1044.30

Weighted average common shares outstanding - basic

3,332,919

332,931

111,098

11,098

Weighted average common shares outstanding - diluted

3,332,919

332,931

111,098

11,098

Common stock outstanding at period end

6,259,279

899,410

208,642

29,980

(1)

The

pre-split amounts represent the amounts reported in the Company’s Annual Report on Form 10-K filed on March 30, 2026. The post-split

amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split.

(2)

The

pre-split amounts represent the amounts reported in the Company’s Quarterly Report on Form 10-Q filed on May 14, 2026. The

post-split amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split.

(3)

The

pre-split amounts represent the amounts reported in the Company’s Quarterly Report on Form 10-Q filed on August 14, 2026. The

post-split amounts give effect to both the August Reverse Stock Split and the Reverse Stock Split.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on October 23, 2026.

99.1

Unaudited pro forma condensed combined financial information

104

Cover

Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

October 28, 2026

GLUCOTRACK, INC.

By:

/s/ Erik

Emerson

Name:

Erik Emerson

Title:

Chief Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE

OF AMENDMENT TO

CERTIFICATE

OF INCORPORATION

GLUCOTRACK, INC.

Glucotrack,

Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify

as follows:

The name of the Corporation is Glucotrack, Inc.

The Certificate of Incorporation of the Corporation is amended by replacing Article IV with the following:

“The

total number of shares of common stock which the Corporation is authorized to issue is 250,000,000 shares, par value $0.001 per share

(“Common Stock”), and the total number of shares of preferred stock which the Corporation is authorized to issue is 10,000,000

shares, par value $0.001 per share.

The

Board of Directors of the Corporation is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one

or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the

designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating,

optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series.

The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications,

limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

Upon

the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Certificate of Incorporation,

as amended, pursuant to the Delaware General Corporation Law, each two (2) shares of the Common Stock issued immediately prior to the

Effective Time (the “Old Common Stock”) shall be reclassified and combined into one validly issued, fully paid and non-assessable

share of the Corporation’s Common Stock, $0.001 par value per share (the “New Common Stock”), without any action by

the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”).

No fractional shares of New Common Stock shall be issued as a result of the Reverse Stock Split and, any person who would otherwise be

entitled to a fractional share of New Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled

to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split. Each book

entry position that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common

Stock into which the shares of Old Common Stock represented by such book entry position shall have been reclassified and combined; provided,

that each person holding of record a book entry position that represented shares of Old Common Stock shall receive, a new book entry

position evidencing and representing the number of shares of New Common Stock to which such person is entitled under the foregoing reclassification

and combination.

The

Reverse Stock Split shall not affect the total number of shares of capital stock, including the Common Stock, that the Corporation is

authorized to issue, which shall remain as set forth under this Article IV.”

This Certificate of Amendment has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with

Section 242 of the General Corporation Law of the State of Delaware.

This Certificate of Amendment shall become effective as of 4:30 p.m., Eastern Time on October 23, 2026.

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of the 23rd

day of October, 2026.

GLUCOTRACK, INC.

By:

/s/ Erik Emerson

Name:

Erik Emerson

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

unaudited

pro forma financial information

July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (“Glucotrack”), entered into an

Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation (“Merger

Sub”), Lokahi Therapeutics, Inc., a Nevada corporation (“Lokahi”), Glucotrack Technologies Inc. (“Operating Sub”),

and Paul V. Goode, solely in his capacity as representative for the Operating Sub (the “Operating Sub Representative”). The

transactions contemplated by the Merger Agreement are referred to herein as the “Transactions” and the closing of the Transactions

is referred to herein as the “Closing”.

Pursuant

to the terms and conditions of the Merger Agreement, immediately prior to the Closing, articles of merger (the “Articles of Merger”)

were filed with the Secretary of State of the State of Nevada (such time of the filing of the Articles of Merger, the “Effective

Time”), in accordance with the Nevada Revised Statutes (the “NRS”). Pursuant to the Articles of Merger, Merger Sub

was merged with and into Lokahi (the “Merger”), with Lokahi surviving the Merger. As a result of the Merger, Lokahi became

a direct wholly owned subsidiary of Glucotrack. At the Effective Time, all of the property, rights, privileges, powers and franchises

of Lokahi and Merger Sub vested in Lokahi and all of the debts, liabilities and duties of Lokahi and Merger Sub became the debts, liabilities

and duties of Lokahi. The Closing occurred simultaneously with the execution and delivery of the Merger Agreement on the Closing Date.

The

following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation

S-X and is presented for illustrative purposes only. The unaudited pro forma condensed combined balance sheet gives effect to the merger

between Glucotrack and Lokahi as if the transaction had occurred on June 30, 2026. The unaudited pro forma condensed combined statements

of operations for the year ended December 31, 2025, and for the six months ended June 30, 2026, give effect to the transaction as if

it had occurred on the first day of the respective periods presented.

The

unaudited pro forma condensed combined financial information has been derived from, and should be read in conjunction with, the historical

financial statements and related notes of Glucotrack and Lokahi as well as the other financial information included elsewhere in this

filing. The pro forma adjustments reflected herein are based upon available information and assumptions that management believes are

reasonable under the circumstances.

The

unaudited pro forma condensed combined financial information is not necessarily indicative of what the combined company’s financial

position or results of operations would have been had the transaction been completed on the dates assumed. In addition, the unaudited

pro forma condensed combined financial information is not intended to project the future financial position or operating results of the

combined company following completion of the transaction.

All

references to shares of common stock and per share amounts in these unaudited pro forma financial statements reflect a 1-for-15

reverse stock split of Glucotrack’s issued and outstanding common stock, which became effective on August 28, 2026 at 4:30 p.m.

Eastern Time, and a 1-for-2 reverse stock split of Glucotrack’s issued and outstanding common stock, which became effective on

October 26, 2026 at 9:30 a.m. Eastern Time

Unaudited

Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2026

Glucotrack

Historical

Lokahi

Historical

Transaction

Accounting

Adjustments

Pro Forma

Combined

Revenue

$ —

Operating expenses:

General and administrative

3,455,000

4,097,726

—

7,552,726

Research and development expenses

4,148,000

1,860,886

—

6,008,886

Total operating expenses

7,603,000

5,958,612

—

13,561,612

Loss from operations

(7,603,000 )

(5,958,612 )

—

(13,561,612 )

Other income (expense)

Interest expense

—

(2,161,232 )

(737,564

)(e)

(2,898,796 )

Change in fair value of derivative liabilities

1,000

—

1,000

Loss on issuance of convertible notes

—

(2,716,171

)(f)

(2,716,171 )

Other income (expense), net

(546,000 )

21,757

—

(524,243 )

Total other income (expense)

(545,000 )

(2,139,475 )

(3,453,735

)

(6,138,210 )

Net loss

$ (8,148,000 )

$ (8,098,087 )

$ (3,453,735

)

$ (19,699,822 )

Other comprehensive income:

Foreign currency translation adjustment

11,000

—

11,000

Comprehensive loss for the period

$ (8,137,000 )

$ (8,098,087 )

$ (3,453,735

)

$ (19,688,822 )

Net loss per share – basic and diluted

(d)(g)

$ (131.54 )

Weighted average common shares outstanding – basic and diluted

(d)(g)

149,758

(d)

Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common

stock issued in the Merger, deemed outstanding from January 1, 2026. The Series A convertible preferred stock is excluded as its effect

would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.

(e)

Reflects pro forma interest expense on the Bridge Notes of $737,564, comprising the 8% simple coupon as if the Bridge Notes had been

outstanding for the entire period ($228,205) and issuance costs of $509,359 expensed at closing.

(f)

Reflects the nonrecurring day-one loss of $2,716,171 on the Bridge Financing, representing the excess of the fair value of the Bridge

Notes ($6,436,867) and Bridge Warrants ($729,304) over the gross proceeds of $4,450,000.

(g)

Reflects an aggregate 1-for-30 reverse stock split of Glucotrack common stock .derived from a 1-for-15 reverse stock split and a subsequent

1-for-2 reverse stock split effectuated August 28, 2026, and October 26, 2026, respectively.

Unaudited

Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025

Glucotrack

Historical

Lokahi

Historical

Transaction

Accounting

Adjustments

Pro Forma

Combined

Revenue

$ —

Operating expenses:

General and administrative

6,277,000

7,173,299

—

13,450,299

Research and development expenses

9,813,000

1,632,416

—

11,445,416

Total operating expenses

16,090,000

8,805,715

—

24,895,715

Loss from operations

(16,090,000 )

(8,805,715 )

—

(24,895,715 )

Other income (expense)

Interest income (expense), net

—

36,030

—

36,030

Change in fair value of derivative and warrant liabilities

(3,267,000 )

22,377

—

(3,244,623 )

Other income (expense), net

26,000

—

26,000

Finance income (expense), net

(57,000 )

—

(57,000 )

Total other income (expense)

(3,298,000 )

58,407

—

(3,239,593 )

Net loss

$ (19,388,000 )

$ (8,747,308 )

$ —

$ (28,135,308 )

Net loss per share – basic and diluted

(d)(e)

$ (473.94 )

Weighted average common shares outstanding – basic and diluted

(d)(e)

59,364

(d)

Pro forma weighted average shares outstanding consist of Glucotrack’s historical weighted average shares outstanding plus the common

stock issued in the Merger, deemed outstanding from January 1, 2025. The Series A convertible preferred stock is excluded as its effect

would be anti-dilutive. Lokahi historical shares were exchanged in the Merger and are not included.

(e)

Reflects an aggregate1-for-30 reverse stock split of Glucotrack common stock derived from a 1-for-15 reverse stock split and a subsequent

1-for-2 reverse stock split effectuated August 28, 2026, and October 26, 2026, respectively.

Unaudited

Pro Forma Condensed Combined Balance Sheet as of June 30, 2026

Glucotrack

Historical

Lokahi

Historical

Transaction

Accounting

Adjustments

Pro Forma

Combined

ASSETS

Current assets:

Cash and cash equivalents

$ 1,124,000

$ 53,186

$ 9,440,641

(e)(f)(g)

$ 10,617,827

Prepaid expenses

—

2,235,997

—

2,235,997

Other current assets

257,000

—

257,000

Total current assets

1,381,000

2,289,183

9,440,641

13,110,824

Operating lease right-of-use asset, net

19,000

156,162

—

175,162

Property and equipment, net

95,000

51,929

—

146,929

In-process research and development and other identified intangible assets

—

25,400,000

(a)

25,400,000

Goodwill

—

15,631,064

(a)

15,631,064

Total assets

$ 1,495,000

$ 2,497,274

$ 50,471,705

$ 54,463,979

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued expenses

$ 1,116,000

$ 2,436,147

$ —

$ 3,552,147

Accrued interest

—

1,140,350

—

1,140,350

Notes payable – related party

—

500,100

—

500,100

Notes payable, net

1,692,000

5,000,000

—

6,692,000

Convertible notes at fair value

—

11,738,734

(e)(f)

11,738,734

Operating lease liability

19,000

59,523

—

78,523

Other current liabilities

161,000

—

161,000

Total current liabilities

2,988,000

9,136,120

11,738,734

23,862,854

Long-term portion of operating lease liability

101,873

—

101,872

Loans from stockholders

248,000

—

248,000

Warrant liability

—

1,090,165

(e)(f)

1,090,165

Total liabilities

3,236,000

9,237,993

12,828,899

25,302,892

Stockholders’ equity:

Series A convertible preferred stock, $0.001 par value

—

(b)(h)(i)

Common stock

6,000

1,000

(6,791

)(b)(c)(h)(i)

239

Additional paid-in capital

158,187,000

2,057,513

34,238,569

(b)(c)(g)(h)(i)

194,483,082

Accumulated other comprehensive income

52,000

—

52,000

Accumulated deficit

(159,986,000 )

(8,799,232 )

3,410,974

(c)(e)(f)

(165,374,258 )

Total stockholders’ equity

(1,741,000 )

(6,740,719 )

37,642,806

29,161,087

Total liabilities and stockholders’ equity

$ 1,495,000

$ 2,497,274

$ 50,471,705

$ 54,463,979

(a)

Represents the preliminary purchase price allocation for the Merger, reflecting the recognition of $25,400,000 of in-process research

and development and other identified intangible assets and $15,631,064 of goodwill of Lokahi. See Note 2.

(b)

Represents the fair value of the common stock and Series A convertible preferred stock issued to former Lokahi stockholders as merger

consideration. See Note 2.

(c)

Represents the elimination of the historical equity of Lokahi (common stock, additional paid-in capital and accumulated deficit).

(d)

The $5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30,

2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values.

(e)

Represents the Bridge Financing described in Note 3: net cash proceeds of $3,940,641, with the Bridge Notes recorded at fair value of

$6,436,867, the liability-classified Bridge Warrants recorded at fair value of $729,304, and the related day-one loss of $2,716,171 and

issuance costs of $509,359 charged to accumulated deficit.

(f)

Represents the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded

at fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related

day-one loss of $2,162,728 charged to accumulated deficit.

(g)

Represents the Interim PIPE described in Note 3. $2,000,000 gross proceeds issued in prefunded warrants at $22.50 per share.

(h)

Reflects a 1-for-15 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the

aggregate par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is

unchanged.

(i)

Reflects a 1-for-2 reverse stock split of Glucotrack common stock (and, consistent with the Shares and C Cons tab, Series A convertible

preferred stock). Par value remains $0.001 per share; the resulting reduction in the aggregate par value of common and preferred stock

is reclassified to additional paid-in capital.

notes

to the unaudited pro forma financial information

Note

1 Basis of Presentation

The

unaudited condensed combined pro forma financial information has been prepared to illustrate the effect of the merger between Glucotrack

and Lokahi which closed on July 14, 2026 (the “Acquisition Date”). The merger is accounted for as an acquisition of Lokahi

by Glucotrack using the acquisition method. Accordingly, the assets and liabilities of Lokahi are remeasured at fair value at the Acquisition

Date. The unaudited condensed combined balance sheet assumes the merger closed on June 30, 2026. The unaudited condensed combined statements

of operations for the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger closed on January 1 of

the respective year.

This

unaudited condensed combined pro forma financial information has been prepared in accordance with Article 11 of Regulation S-X and has

been condensed. Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States

have been condensed or omitted. This unaudited condensed combined pro forma financial information should be read in conjunction with

the audited and unaudited financial statements of Glucotrack and Lokahi included elsewhere.

Note

2 Acquisition Accounting

Each

share of common stock of Lokahi issued and outstanding prior to the merger was entitled to receive a proportionate share of the merger

consideration consisting of (A) shares of common stock of Glucotrack equal to an aggregate of 19.99% of the total number of shares Glucotrack

common stock issued and outstanding immediately prior to the merger and (B) shares of Series A convertible preferred stock, par value

$0.001 per share of Glucotrack such that the holders of existing Lokahi stock collectively hold 90% of the total issued and outstanding

equity of Glucotrack. The consideration was valued using the closing price of Glucotrack common stock on July 14, 2026, of $12.522 on

an as-if-converted basis for the Series A preferred stock. The total equivalent number of common shares to be issued was 2,738,408, after

giving effect to the 1-for-15 reverse stock split and 1-for-2 reverse stock split. The aggregate value of the consideration transferred

was $ 34,290,345.

The

purchase price was allocated to the fair value of the Lokahi assets acquired, including identified intangible assets, and the liabilities

assumed as follows:

Current assets

$ 2,289,183

Property, equipment and assets under operating leases

208,091

In-process research and development and other identified intangible assets

25,400,000

Goodwill

15,631,064

Less liabilities assumed

(9,237,993 )

Fair value of net assets acquired

$ 34,290,345

Total common equivalent shares issued

2,738,408

Quoted price of Glucotrack common stock

$ 12.522

Fair value of consideration transferred

$ 34,290,345

Note

3 Financing transactions

connection with the Merger, Glucotrack entered into a securities purchase agreement, dated July 14, 2026 (the “Purchase Agreement”),

with certain investors (the “Bridge Investors”), pursuant to which Glucotrack agreed to issue senior secured convertible

promissory notes for gross proceeds of approximately $4.45 million (the “Bridge Notes”) and common stock purchase warrants

(the “Bridge Warrants” and, together with the Notes, the “Bridge Securities”) (such transactions, the “Bridge

Financing”). $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds of

$4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641).

Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304; day-one

loss of $2,716,171 plus issuance costs charged to accumulated deficit.

August 4, 2026, Glucotrack issued additional senior secured convertible promissory notes with an aggregate face amount of $4,487,180

and additional common stock purchase warrants to select investors pursuant to the Purchase Agreement, for gross proceeds of $3,500,000

(22% OID, 8% simple coupon, maturity 5/4/2027), with no issuance costs. The additional notes were recorded at fair value of $5,301,867

using the fair value option and the liability-classified additional warrants at fair value of $360,861; the related day-one loss of $2,162,728

was charged to accumulated deficit. The senior secured convertible promissory notes were accompanied by an additional equity financing

of $2,000,000 (“the Interim PIPE”). The interim PIPE consisted of $2,000,000 in proceeds received by the Company issued at

the premium price of $11.25 per share. As consideration the Company issued 177,778 pre-funded warrants to the investor.

July 14, 2026, Glucotrack entered into a Common Stock Purchase Agreement (the “ELOC Purchase Agreement”) with an investor,

pursuant to which Glucotrack has the right, but not the obligation, to require the investor to purchase, from time to time over a three-year

period, up to $50,000,000 of shares of Glucotrack common stock, subject to certain limitations and conditions set forth in the ELOC Purchase

Agreement. Glucotrack has not sold any shares pursuant to the ELOC Purchase Agreement.

Note

4 Pro Forma Adjustments

The

pro forma adjustments reflected on condensed combined balance sheet on June 30, 2026 show the elimination of Lokahi’s historical

equity balances, the issuance of the merger consideration, the purchase price allocation and the bridge financings. The following pro

forma adjustments to the June 30, 2026 balance sheet assume the merger transactions closed on June 30, 2026.

Preliminary

purchase price allocation reflecting in-process research and development and other identified intangible assets of $25,400,000 and

goodwill of $15,631,064

Fair

value of common stock and Series A convertible preferred stock issued to former Lokahi stockholders.

Elimination

of the historical equity of Lokahi.

The

$5.0 million bridge loan to Lokahi, related accrued interest and associated fees are already reflected in Lokahi’s June 30,

2026 historical balances, and goodwill has been computed using Lokahi’s June 30, 2026 net book values.

Reflect

the Bridge financing of $5,705,128 face senior secured convertible notes and freestanding warrants issued 7/14/2026 for gross proceeds

of $4,450,000 (22% OID, 8% simple coupon, maturity 4/14/2027), less issuance costs of $509,359 expensed at closing (net cash $3,940,641).

Notes recorded at fair value of $6,436,867 using the fair value option. Liability-classified warrants at fair value of $729,304;

day-one loss of $2,716,171 plus issuance costs charged to accumulated deficit. Also reflects the follow-on bridge financing of $4,487,180

face senior secured convertible notes and freestanding warrants issued 8/4/2026 for gross proceeds of $3,500,000 (22% OID, 8% simple

coupon, maturity 5/4/2027), with no issuance costs. Notes recorded at fair value of $5,301,867 using the fair value option. Liability-classified

warrants at fair value of $360,861; day-one loss of $2,162,728 charged to accumulated deficit.

Represents

the follow-on bridge financing described in Note 3: net cash proceeds of $3,500,000, with the additional Bridge Notes recorded at

fair value of $5,301,867, the liability-classified additional Bridge Warrants recorded at fair value of $360,861, and the related

day-one loss of $2,162,728 charged to accumulated deficit.

Represents

the Interim PIPE described in Note 3. $2,000,000 gross proceeds issued in prefunded warrants at $22.50 per share.

Reflects

a 1-for-15 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the aggregate

par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is unchanged.

Reflects

a 1-for-2 reverse stock split of Glucotrack common stock. Par value remains $0.001 per share; the resulting reduction in the aggregate

par value of common and preferred stock is reclassified to additional paid-in capital. Total stockholders’ equity is unchanged.

Note

5 Earnings Per Share (EPS)

Pro

forma earnings per share is calculated using the weighted-average number of shares outstanding, giving effect to the exchange ratio established

in the Merger Agreement. In accordance with reverse acquisition guidance, the number of shares used to calculate historical EPS has been

retroactively recast to reflect the 90% ownership stake held by former Lokahi shareholders. This ensures that the earnings per share

data is comparable across all periods presented and reflects the impact of the shares retained by Glucotrack shareholders and the shares

issued in the Merger as if those shares were outstanding throughout the entire duration of the periods reported.

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